aqms20260907

aqms20260907_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 2, 2026

AQUA METALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-37515		47-1169572
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(Address of principal executive offices)

(775) 446-4418

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common stock: Par value $.001

Trading Symbol(s)

AQMS

Name of each exchange on which registered

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On August 30, 2024, we entered into an ATM Sales Agreement, or the Sales Agreement, with The Benchmark Company, LLC, a StoneX company (“Benchmark”), as amended on December 2, 2025, relating to the sale of shares of our common stock in a traditional at-the-market offering. On September 2, 2026, we were notified by Benchmark that it had assigned its rights and obligations under the Sales Agreement to its affiliate, StoneX Financial Inc., also an SEC-registered broker-dealer and member of FINRA and SIPC. Pursuant to Section 13 of the Sales Agreement, Benchmark was entitled to assign its rights and obligations under the Sales Agreement to an affiliate of Benchmark without obtaining our consent or agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AQUA METALS, INC.


Dated: September 8, 2026	/s/ Eric West
	Eric West
	Chief Financial Officer